This Agreement to Hold Separate is by and between ABB AB, a corporation headquartered
in Sweden, ABB AG, a corporation headquartered in Switzerland (collectively
"ABB"), Elsag Bailey Process Automation, N.V. ("Elsag Bailey"), a
company headquartered in Amsterdam, The Netherlands, and the Federal Trade Commission (the
"Commission"), an independent agency of the United States Government,
established under the Federal Trade Commission Act of 1914, 15 U.S.C. § 41, et
seq.

PREMISES

WHEREAS, ABB has proposed to acquire one hundred percent of the issued and
outstanding voting securities of Elsag Bailey ("Proposed Acquisition"); and

WHEREAS, ABB manufactures and markets, among other things, process gas
chromatographs and process mass spectrometers; and

WHEREAS, Elsag Bailey, through its Applied Automation, Inc., subsidiary,
manufactures and markets, among other things, process gas chromatographs, and is involved
in the research and development of process mass spectrometers; and

WHEREAS, the Commission is now investigating the Proposed Acquisition to
determine if it would violate any of the statutes the Commission enforces; and

WHEREAS, ABB has entered into an Agreement Containing Consent Order
("Consent Agreement"), which requires, among other things, ABB to divest the
Analytical Division Assets of Elsag Bailey, as defined in Paragraph I of the Consent
Agreement, or the Applied Automation Assets, as defined in Paragraph I of the Consent
Agreement; and

WHEREAS, if the Commission accepts the Consent Agreement, the Commission will
place it on the public record for a period of at least sixty (60) days and subsequently
may either withdraw such acceptance or issue and serve its Complaint and decision in
disposition of the proceeding pursuant to the provisions of Section 2.34 of the
Commissions Rules; and

WHEREAS, the Commission is concerned that if an understanding is not reached,
preserving the status quo ante of the Analytical Division Assets and the Applied
Automation Assets, as defined in Paragraph I. of the Consent Agreement, during the period
prior to the final issuance of the Consent Agreement by the Commission (after the 60-day
public notice period), there may be interim competitive harm, and divestiture or other
relief resulting from a proceeding challenging the legality of the proposed acquisition
might not be possible, or might be less than an effective remedy; and

WHEREAS, the purposes of this Agreement to Hold Separate and the Consent
Agreement are:

A. to preserve the Analytical Division Assets and the Applied Automation Assets as
viable, competitive, and independent businesses pending divestiture of the Analytical
Division Assets or the Applied Automation Assets, as required by the Consent Agreement,
and

B. to remedy any anticompetitive effects of the Proposed Acquisition; and

WHEREAS, ABB and Elsag Bailey entering into this Agreement to Hold Separate
shall in no way be construed as an admission by ABB or Elsag Bailey that the Proposed
Acquisition constitutes a violation of any law; and

WHEREAS, ABB and Elsag Bailey understand that no act or transaction contemplated
by this Agreement to Hold Separate shall be deemed immune or exempt from the provisions of
the antitrust laws or the Federal Trade Commission Act by reason of anything contained in
this Agreement to Hold Separate.

NOW, THEREFORE, upon the understanding that the Commission has not yet
determined whether it will challenge the Proposed Acquisition, and in consideration of the
Commissions agreement that, at the time it accepts the Consent Agreement for public
comment, it will grant early termination of the Hart-Scott-Rodino waiting period
applicable to the Proposed Acquisition, ABB and Elsag Bailey agree as follows:

1. ABB and Elsag Bailey agree to execute and be bound by the terms of the order
contained in the Consent Agreement, as if it were final, from the date ABB and Elsag
Bailey sign the Consent Agreement.

2. ABB and Elsag Bailey agree that from the date ABB and Elsag Bailey sign the Consent
Agreement until the earlier of the dates listed in subparagraphs 2.a. - 2.b., they will
comply with the provisions of Paragraph 3 of this Agreement to Hold Separate:

a. three (3) business days after the Commission withdraws its acceptance of the Consent
Order pursuant to the provisions of Section 2.34 of the Commissions rules;

b. the day after the divestiture required by the Consent Order is completed.

3. To ensure the complete independence and viability of the Analytical Division Assets
and the Applied Automation Assets and to assure that no Material Confidential Information
("Material Confidential Information" as used herein, means competitively
sensitive or proprietary information not independently known to an entity from sources
other than the entity to which the information pertains, and includes, but is not limited
to, customer lists, price lists, marketing methods, patents, technologies, processes or
other trade secrets) is exchanged between ABB and the Analytical Division Assets or the
Applied Automation Assets, ABB shall hold the Applied Automation Assets separate and apart
on the following terms and conditions:

a. The Applied Automation Assets shall be held separate and apart and shall be managed
and operated independently of ABB, except to the extent that ABB must exercise direction
and control over such assets to assure compliance with this Agreement to Hold Separate, or
with the Consent Agreement, and except as otherwise provided in this Agreement to Hold
Separate.

b. ABB will appoint a Manager ("the Manager") within three (3) business days
of the date the Proposed Acquisition is consummated to manage and maintain the Applied
Automation Assets. The Manager shall not make any changes to the Applied Automation Assets
other than changes made in the ordinary course of business. The Manager shall manage the
Applied Automation Assets independently of the management of ABBs other businesses.
The Manager shall not be involved in any way in the operations or management of any other
ABB business.

c. The Manager shall have exclusive control over the Applied Automation Assets, with
responsibility for the management of the Applied Automation Assets and for maintaining the
independence of that business.

d. ABB shall not exercise direction or control over, or influence directly or
indirectly the Manager relating to the operation of the Applied Automation Assets;
provided, however, that ABB may exercise only such direction and control over the Manager
and the Applied Automation Assets as is necessary to assure compliance with this Agreement
to Hold Separate and with all applicable laws.

e. ABB and Elsag Bailey shall maintain the marketability, viability, and
competitiveness of the Applied Automation Assets and shall not sell, transfer, encumber
them (other than in the normal course of business or to assure compliance with the Consent
Agreement), and shall not cause or permit the destruction, removal, wasting or
deterioration, or otherwise impair the marketability, viability or competitiveness of the
Applied Automation Assets.

f. ABB and Elsag Bailey shall ensure that the Applied Automation Assets have
appropriate funds for research and development, quality control, manufacturing and
marketing of the products produced by the Applied Automation Assets at a level not lower
than that budgeted for the 1998 fiscal year, and shall increase such spending as the
Manager shall reasonably determine. ABB and Elsag Bailey shall also ensure that the
Applied Automation Assets have sufficient working capital to operate at a level no less
than that described in the regularly prepared annual operating plan(s) in effect during
the twelve (12) months preceding the date of this Hold Separate Agreement.

g. Employees of the Applied Automation Assets shall not be involved in any other ABB
business.

h. Except as required by law, and except to the extent that necessary information is
exchanged in the course of evaluating the Proposed Acquisition, defending investigations
or litigation, obtaining legal advice, negotiating agreements to divest assets, or
complying with this Agreement to Hold Separate or the Consent Agreement, ABB shall not
receive or have access to any Material Confidential Information about the Applied
Automation Assets or the activities of the Manager or support service employees involved
in the Applied Automation Assets.

i. ABB and Elsag Bailey shall circulate to all their salaried, non-clerical employees
employed in the research, development, manufacture, or sale of Process Gas Chromatographs
or Process Mass Spectrometers and all other salaried, non-clerical employees of the
Applied Automation Assets, and appropriately display, a copy of this Agreement to Hold
Separate and the Consent Agreement.

j. If the Manager ceases to act or fails to act diligently, ABB shall appoint a
substitute Manager, subject to Commission approval.

k. The Manager shall have access to and be informed about all companies who inquire
about, seek or propose to buy the Analytical Division Assets or the Applied Automation
Assets. ABB may require the Manager to sign a confidentiality agreement prohibiting the
disclosure of any Material Confidential Information gained as a result of his or her role
as Manager to anyone other than the Commission.

l. Within thirty (30) days after the date this Agreement to Hold Separate is signed and
every thirty (30) days thereafter until this Agreement to Hold Separate terminates, the
Manager shall report in writing to the Commission concerning his or her efforts to
accomplish the purposes of this Agreement to Hold Separate.

4. Should the Commission seek in any proceeding to compel ABB to divest itself of the
Analytical Division Assets or the Applied Automation Assets, as provided in the Consent
Agreement, or to seek any other injunctive or equitable relief, ABB and Elsag Bailey shall
not raise any objection based on the expiration of the applicable Hart-Scott-Rodino
Antitrust Improvements Act waiting period or the fact that the Commission has permitted
the Proposed Acquisition. ABB and Elsag Bailey shall also waive all rights to contest the
validity of this Agreement to Hold Separate.

5. To the extent that this Agreement to Hold Separate requires ABB or Elsag Bailey to
take, or prohibits ABB or Elsag Bailey from taking, certain actions that otherwise may be
required or prohibited by contract, ABB and Elsag Bailey shall abide by the terms of this
Agreement to Hold Separate or the Consent Agreement, and shall not assert as a defense
such contract requirements in any action brought by the Commission to enforce the terms of
this Agreement to Hold Separate or the Consent Agreement.

6. For the purpose of determining or securing compliance with this Agreement to Hold
Separate, subject to any legally recognized privilege, and upon written request, and on
reasonable notice, to ABB made to its principal office, ABB shall permit any duly
authorized representative or representatives of the Commission:

a. access during the office hours of ABB and in the presence of counsel to inspect any
facilities and to inspect and copy all books, ledgers, accounts, correspondence,
memoranda, and other records and documents in the possession or under the control of ABB
relating to compliance with this Agreement to Hold Separate; and

b. upon five (5) days notice to ABB and without restraint or interference from
it, to interview officers, directors, or employees of ABB, who may have counsel present,
regarding any such matters.

7. For the purpose of determining or securing compliance with this Agreement to Hold
Separate, subject to any legally recognized privilege, and upon written request, and on
reasonable notice, to Elsag Bailey made to its principal office, Elsag Bailey shall permit
any duly authorized representative or representatives of the Commission:

a. access during the office hours of Elsag Bailey and in the presence of counsel to
inspect any facilities and to inspect and copy all books, ledgers, accounts,
correspondence, memoranda, and other records and documents in the possession or under the
control of Elsag Bailey relating to compliance with this Agreement to Hold Separate; and

b. upon five (5) days notice to Elsag Bailey and without restraint or
interference from it, to interview officers, directors, or employees of Elsag Bailey, who
may have counsel present, regarding any such matters.

8. This Agreement to Hold Separate shall not be binding until accepted by the
Commission.